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Form 4 NEWS CORP For: Aug 15 Filed by: MURDOCH KEITH RUPERT

August 17, 2022 4:18 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
MURDOCH KEITH RUPERT

(Last) (First) (Middle)
C/O NEWS CORPORATION
1211 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEWS CORP [ NWS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/15/2022   M   262,163 (1) A (2) 262,163 D  
Class A Common Stock 08/15/2022   F   127,966 (3) D $ 18.83 134,197 D  
Class A Common Stock 08/15/2022   D   134,197 D $ 18.83 0 D  
Class A Common Stock 08/15/2022   M   13,304 (4) A (5) 13,304 D  
Class A Common Stock 08/15/2022   F   6,899 (3) D $ 18.83 6,405 D  
Class A Common Stock 08/15/2022   D   6,405 D $ 18.83 0 D  
Class A Common Stock 08/15/2022   M   8,578 (4) A (5) 8,578 D  
Class A Common Stock 08/15/2022   F   4,448 (3) D $ 18.83 4,130 D  
Class A Common Stock 08/15/2022   D   4,130 D $ 18.83 0 D  
Class A Common Stock               2,182,358 I By GRCLT LLC (6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Cash-Settled Performance Stock Units (7) 08/15/2022   M     262,163 (1) 08/15/2022 08/15/2022 Class A Common Stock 262,163 (2) 0 D  
Cash-Settled Restricted Stock Units (8) 08/15/2022   M     13,304 (4) 08/15/2022 08/15/2022 Class A Common Stock 13,304 (5) 13,309 D  
Cash-Settled Restricted Stock Units (8) 08/15/2022   M     8,578 (4) 08/15/2022 08/15/2022 Class A Common Stock 8,578 (5) 17,160 D  
Cash-Settled Restricted Stock Units (8) 08/15/2022   A   31,863 (9)     (10)   (10) Class A Common Stock 31,863 $ 0 31,863 D  
Explanation of Responses:
1. Includes dividend equivalents accrued during the performance period that are subject to the same performance-based and time-based vesting conditions as the underlying cash-settled performance stock units.
2. The cash-settled performance stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.
3. Represents shares withheld upon vesting of applicable incentive award to satisfy tax withholding obligations.
4. Includes dividend equivalents accrued during the vesting period that are subject to the same time-based vesting conditions as the underlying cash-settled restricted stock units.
5. The cash-settled restricted stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.
6. Held by GRCLT LLC which is administered by independent managers for the benefit of certain of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
7. Each cash-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
8. Each cash-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
9. The cash-settled restricted stock units were granted as part of the Reporting Person's fiscal 2023 long-term equity incentive award.
10. The cash-settled restricted stock units will vest in thirds on August 15, 2023, 2024 and 2025, subject to time-based vesting conditions.
/s/ Kenneth C. Mertz as Attorney-in-Fact for Keith Rupert Murdoch 08/17/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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